Proximar Seafood AS announces recapitalization plan: conversion of all parent company debt to equity and private placement
Bergen/Yokohama, 13 November 2026
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Proximar Seafood AS ("Proximar" or the "Company"; EGO: PROXI) has reached an agreement in principle with key stakeholders on a comprehensive restructuring of the parent company's balance sheet (the "Restructuring").
Under the Restructuring, all financial indebtedness of the parent company will be converted into equity. In addition, the Company will raise a minimum of NOK 60 million in new funding through a private placement of new shares (the "Private Placement") and the issuance of a perpetual hybrid bond. The Company intends to carry out a repair offering in the first quarter of 2027 at the same subscription price.
After the Restructuring, the parent company will have no interest-bearing debt, and the Group's remaining borrowing of approximately NOK 770 million will be in the Japanese subsidiary Proximar Ltd. The Restructuring is expected to reduce annual interest costs and fees by approximately NOK 26 million.
Based on current estimates, the proceeds from the Private Placement, together with the lower interest costs, give Proximar a more robust financial foundation to continue its focus on operational improvements, fish welfare and the path to positive operational EBITDA.
Key transaction details:
- All parent company financial debt of approximately NOK 264 million, including accrued interest, converted into new shares at NOK 0.05 per share - Minimum of NOK 60 million in new funding - Private placement at an indicative subscription price of NOK 0.025 per share - Holders of converting debt or new investors that are not permitted to hold shares may invest in a perpetual hybrid bond instead of shares - Repair offering in the first quarter of 2027 for shareholders not allocated shares in the Private Placement at equal terms. - Completion conditional on agreement on terms and final documentation, approval by bondholders, selected third parties and the extraordinary general meeting, and extension of bank facilities in Proximar Ltd. - Extraordinary general meeting on 27 November 2026, with completion expected no later than 2 December 2026.
A company presentation with an update on operations, preliminary Q3 2026 financials and the Restructuring is attached to this announcement and available at www.proximar.com.
- THE RESTRUCTURING -
All of the comments on the particulars of the Restructuring in this release and the summary below are subject to agreement on terms and final documentation. The contemplated Restructuring will comprise the following:
Conversion of debt to equity
All financial indebtedness of the Company will be converted into new shares at a conversion price of NOK 0.05 per share (the "Conversion Price"). The converting debt comprises the following, each amount including interest accrued up to 27 November 2026:
- Convertible bonds 2022/2027 (ISIN NO0012733387): approximately NOK 42.0 million - Convertible bonds 2026/2029 (ISIN NO0013758144): approximately NOK 104.2 million - Shareholder loan originally provided by Grieg Kapital AS: approximately NOK 109.0 million - Loan from Daimyo AS: approximately NOK 9.0 million
The aggregate converting debt is approximately NOK 264.2 million. For each NOK 1 subscribed and allocated in the Private Placement, NOK 1 of the converting debt held by the relevant stakeholder will be converted at between NOK 0.04 and 0.03 per share. Any remaining debt will be converted at the Conversion Price.
Holders of converting debt that are not permitted to hold equity may elect to receive a perpetual subordinated hybrid bond (the "Hybrid Bond") instead of shares. The Hybrid Bond carries a 0% coupon for the first five years and 5% payment-in-kind interest thereafter. It is convertible into shares at the Conversion Price during the first five years and callable by the Company.
Extension of bank facilities in Proximar Ltd.
The operations and secured financing of the Company's Japanese subsidiary, Proximar Ltd., are not part of the conversion, and all security and guarantee arrangements for its facilities remain in place. Completion of the Restructuring is conditional on, inter alia, the following extensions:
- The maturity of the syndicated bank loan and the bank loan from Suruga Bank extended to no earlier than August 2027. The syndicated loan currently matures on 30 November 2026, and the extension to August 2027 is in the process of final approval - The JAML credit facility extended by at least 12 months, to no earlier than 24 December 2027, with the fronting guarantee from Grieg Kapital AS continuing.
Private Placement and repair offering
The Company intends to raise a minimum of NOK 60 million through a combination of a private placement of new shares at an indicative subscription price of NOK 0.025 per share and the issuance of a perpetual hybrid bond. A subsequent repair offering will be carried out in Q1 2027 for shareholders not allocated shares in the initial Private Placement. The final subscription price will be set by the Board of Directors following a book building process managed by ABG Sundal Collier ASA ("ABG"). More information on the Private Placement will follow in a separate announcement.
- CONDITIONS AND TIMELINE -
Completion of the Restructuring is subject to approval by the requisite bondholder meetings, relevant third parties and by an Extraordinary General Meeting of the Company, final documentation, and agreements with the relevant stakeholders.
Notice of the extraordinary general meeting and summons to the bondholders' meetings will be published separately no later than 13 November 2026. The extraordinary general meeting is expected to be held on 27 November 2026 with the bondholders' meetings or resolutions to be resolved prior to the extraordinary meeting.
There is no certainty that the conditions will be satisfied or that the Restructuring will be completed.
ABG is acting as financial advisor for the Restructuring and manager of the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
- OPERATIONAL AND FINANCIAL UPDATE -
Operational performance continued to improve in October. The average harvest weight increased to 3.05 kg (HOG), and the share of fish above 3 kg rose to 62% from 45% in Q3 2026. The preliminary blended net price was NOK 76 per kg, and NOK 84 per kg for fish above 3 kg. Net growth of 319 tonnes was the highest so far this year, with survival in the grow-out at 99.8%.
The Company now expects a harvest volume of approximately 2,800 tonnes (HOG) in 2026, compared with approximately 3,000 tonnes previously. This is due to a shift in harvest of around 185 tonnes to early 2027, as longer purge times since August have delayed harvests.
The Company expects harvest volumes to increase in 2027, supported by stable operations and the improved growth performance. Newer generations are achieving a feed conversion ratio of around 1.2, compared with 1.47 blended in 2026. A second well has come on stream in November, doubling purge capacity and reducing the risk of harvest delays. Together with higher harvest weights, better price achievement and a stable cost base supported by ongoing cost initiatives, this supports the path to positive operational EBITDA.
The Company estimates Q3 2026 revenues of approximately NOK 45.3 million, in line with Q2 2026. The estimated Q3 2026 EBITDA is approximately NOK -9.3 million, and operational EBITDA approximately NOK -13.1 million (Q2 2026: NOK -12.8 million).
The Q3 2026 statements contained in this announcement are only a preliminary assessment. The estimates provided in this release are therefore subject to change and final results may deviate from the information herein.
The Company will release its third quarter 2026 report on 27 November 2026.
For further information, please contact:
Pål Selvik, Chair of the Board: pse@proximar.com Joachim Nielsen, CEO: jn@proximar.com
Media enquiries: Magnus Granerød, Salto Advisers, +47 922 38 407, mg@saltoadvisers.no
About Proximar Seafood AS Proximar Seafood is a Norwegian land-based salmon farming company with its first production facility at the foot of Mount Fuji in Japan. The Company inserted its first batch of eggs in October 2022, carried out its first harvest on 30 September 2024, and launched its brand, Fuji Atlantic Salmon, in October 2024. Using high-quality groundwater sourced close to Mount Fuji, Proximar produces fresh Atlantic salmon, harvested and delivered the same day. Its location near one of the world's most important fish markets gives it significant advantages in both cost and carbon footprint.
This information is considered to include inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by the contact person set out above at 23:43 CET on 13 November 2026.